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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain
Officers; Compensatory Arrangements of Certain
Officers.
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On
September 20, 2007, the Board of Directors of Aleris International, Inc.
(the
“Company”) elected Michael D. Friday as Chief Administrative Officer of the
Company effective on December 1, 2007. The Board of Directors also
elected Sean M. Stack to succeed Mr. Friday as Chief Financial Officer
effective
December 1, 2007.
Mr.
Friday, 56, has served as Executive Vice President and Chief Financial
Officer
of the Company since the Company’s acquisition of Commonwealth in December
2004. Prior to that time, Mr. Friday served as Executive Vice
President and Chief Financial Officer of Commonwealth. Prior to joining
Commonwealth in June 2004, Mr. Friday served as Executive Vice President
and
Chief Financial Officer of Noveon, Inc. from 2001 to 2004. From 1997 to
2001,
Mr. Friday served as Vice President—Finance, Business Development and
Information Technology at BFGoodrich Performance Materials. From 1994 to
1997,
Mr. Friday was Vice President of Finance for The Little Tikes Company,
a unit of
Rubbermaid, Inc. Mr. Friday began his career with the General Electric
Company
in 1974, where he served in a variety of increasingly responsible financial
management capacities. The Company is a party to an employment agreement
with
Mr. Friday, dated December 19, 2006, which is described in the Company’s Current
Report on Form 8-K, filed with the Securities and Exchange Commission (the
“SEC”) on December 22, 2007 (the “2007 Form 8-K”), and the Company’s Annual
Report on Form 10-K for the year ended December 31, 2006, filed with the
SEC on
April 2, 2007 (the “Form 10-K”), and which is filed as exhibit 10.22 to the Form
10-K, as well as a severance agreement, dated August 30, 2005, which is
described in the Form 10-K and described in, and the form of which is filed
as exhibit 99.2 to, the Company’s Current Report on Form 8-K dated August 30,
2005. Upon his appointment as Chief Administrative Officer of the
Company, Mr. Friday will cease to act as Chief Financial Officer.
Mr.
Stack, 40, has served as Executive Vice President and President, Europe
since
the acquisition of Corus Aluminum in August 2006. Prior to that time,
Mr. Stack was Senior Vice President, Treasurer and Corporate Development of
the Company since the Company’s acquisition of Commonwealth, and
prior to that, he was Vice President and Treasurer of Commonwealth. Prior
to
joining Commonwealth in June 2004, he had served as Vice President and
Treasurer
of Noveon, Inc., beginning in March 2001. Prior to joining Noveon,
Mr. Stack served as Vice President and Treasurer for Specialty Foods
Corporation from May 1996 to December 2000. Mr. Stack joined Specialty
Foods as Assistant Treasurer in 1996. Prior to that, he was a Vice President
at
ABN AMRO Bank in commercial and investment banking. The Company is a
party to an employment agreement with Mr. Stack, dated December 19, 2006,
which
is described in the Company’s 2007 Form 8-K and Form 10-K, and which is filed as
exhibit 10.24 to the Form 10-K, as well as a severance agreement, dated
August
30, 2005, which is described in the Form 10-K and described in, and the
form of
which is filed as exhibit 99.2 to, the Company’s Current Report on Form 8-K
dated August 30, 2005.